OREANDA-NEWS. CJSC “Severstal Resurs” (“Severstal Resurs”) on September 28 announced an all cash offer by its affiliate Centroferve Limited (“Centroferve”) to acquire all of the issued and to be issued share capital of Celtic Resources Holdings plc (“Celtic”, LSE: “CER”) at a price of 270 pence per Celtic share at a total value of GBP 161 million, Severstal's press-office reported.

The acquisition forms part of Severstal Resurs’ strategy of targeted diversification and will be combined with recent acquisitions of selected gold mining licenses in Russia and the CIS region to enhance the group’s newly established gold segment. Severstal Resurs manages all of the mining operations of its parent company, JSC “Severstal” (“Severstal”). Severstal Resurs consists of four high-quality mining complexes in northwest Russia and in Western Siberia producing iron ore and coking coal and is the second largest producer of pellets and coking coal in Russia.

This announcement should be read in conjunction with the full text of the announcement of the firm intention to make an offer under Rule 2.5 of the Irish Takeover Panel Act 1997, Takeover Rules 2001 to 2006 (the “Irish Takeover Rules”) issued on September 28.  The sources and bases for certain information contained in this press release are set out below. 

THE OFFER

Centroferve intends to make an all cash offer for all of the issued and to be issued shares in Celtic (including all shares issued as a result of the exercise of the Celtic warrants and options, while the Offer remains open for acceptance).  Subject to the terms and conditions of the Offer, accepting shareholders will receive 270 pence per Celtic share in cash. The Offer will be subject to a number of customary conditions, including a minimum acceptance condition of 50.1% and regulatory approvals.  For details of the Offer conditions please refer to the Rule 2.5 announcement issued by Centroferve on September 28, 2007 under the Irish Takeover Rules.

Centroferve has secured an irrevocable undertaking from Bluecone Limited, an affiliate of Severstal Resurs and 29.7% shareholder in Celtic, to accept the Offer.  These shares were acquired on August 13 from Aton Capital and on September 20 from East Guardian Opportunity Fund and on  September 28 from DWS Investments, three substantial Celtic shareholders. 

Centroferve has also secured a letter of intent to accept the Offer in relation to the 6.6% of Celtic shares held by Barrick Gold Corporation. Severstal Resurs believes that the endorsement of its Offer by several of Celtic’s largest shareholders, three of which have already sold their shares to Severstal Resurs outright, and by Barrick Gold Corporation, the world’s largest gold producer by market value, is a firm indication that the Offer provides exceptional value and represents an excellent outcome for Celtic’s shareholders.  Severstal Resurs also notes, in this regard, that Celtic’s Chairman has divested approximately 149,000 shares of his stake in Celtic over the past four to five months - the majority of his stake - at a volume weighted average price of Ј1.57 per share.  Severstal Resurs’ Offer is 72% higher than this price.

The Severstal Group currently holds 29.7% of Celtic’s issued share capital, including 3.1% acquired from DWS Investments today and has further secured a letter of intent to support its offer from Barrick Gold Corporation for its 6.6% shareholding in Celtic.

The Offer values Celtic’s issued and to be issued share capital at approximately Ј161 million and provides shareholders with an opportunity to realise significant value, in cash, at a substantial premium to Celtic’s pre-announcement share price.

The acquisition enhances growth platform for Severstal Resurs’ recently created gold segment.